SMX (Security Matters) Public Limited Company — Form 6-K Summary
Business Context and Reporting Period
This Form 6-K, filed June 7, 2023, covers the month of June 2023 and reports a Nasdaq continued-listing deficiency. The filing does not provide operating or financial results for the period.
Key Financial and Listing Metrics
- Market value of listed securities: Below $50 million for 33 consecutive business days, resulting in noncompliance with Nasdaq Listing Rule 5450(b)(2)(A).
- Stockholders’ equity: The company was also identified as noncompliant with the $10 million minimum requirement under Nasdaq Listing Rule 5450(b)(1)(A). The filing does not state the company’s actual stockholders’ equity.
- Total assets and revenue: The company was identified as noncompliant with the requirement that each be at least $50 million under Nasdaq Listing Rule 5450(b)(3)(A). The filing does not provide the relevant asset or revenue amounts.
- Revenue, profit, cash flow, margins, debt and liquidity: The filing text does not provide clear values for these metrics.
Material Changes, Outlook and Risks
Nasdaq granted the company 180 calendar days, through December 4, 2023, to regain compliance with the minimum market value requirement. Compliance would require the market value of listed securities to close at or above $50 million for at least 10 consecutive business days before the compliance date.
If the company fails to regain compliance, Nasdaq may issue a delisting notification. The company may appeal to a Nasdaq Listing Qualifications Panel, although the filing states that success is not assured. Alternatively, the company may seek to transfer its ordinary shares to the Nasdaq Capital Market if it satisfies that market’s continued-listing requirements.
The filing states that there is no assurance the company will regain compliance with the minimum market value requirement, satisfy the stockholders’ equity or total assets/total revenue requirements, or comply with other Nasdaq listing standards. The filing incorporates the company’s broader risk disclosures and cautions regarding forward-looking statements.
Important Facts for Investors to Verify
- Whether SMX regained compliance with Nasdaq’s minimum market value requirement by December 4, 2023.
- Whether the company’s stockholders’ equity subsequently met the $10 million requirement.
- Whether the company met the applicable total assets and total revenue thresholds.
- Whether Nasdaq issued a delisting determination, the company appealed, or the listing was transferred to the Nasdaq Capital Market.
- The company’s actual financial condition, including revenue, losses, cash flow, debt, liquidity and capital requirements, which are not provided in this filing.